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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): July 24, 1998

                            PRO-FAC COOPERATIVE, INC.
               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<S>                                             <C>                              <C>       
                 New York                              0-20539                          16-6036816
(State or other jurisdiction of incorporation) (Commission File Number)     (IRS Employer Identification Number
</TABLE>


                    90 Linden Oaks, Rochester, New York   14625
               (Address of Principal Executive Offices) (Zip Code)


        Registrant's Telephone Number Including Area Code: (716) 383-1850






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Item 5.       Other Events

Agrilink Foods, Inc., a wholly-owned  subsidiary of Pro-Fac Cooperative (Nasdaq:
PFACP)  today  announced  that it has reached a definitive  agreement  with Dean
Foods  Company  (NYSE:  DF),  of  Franklin  Park,  Illinois,  to acquire  Dean's
vegetable  operations,  which include the  nationally  known Birds Eye brand and
Dean's  Freshlike and VegAll brands.  The transaction  consists of approximately
$400 million in cash and  Agrilink's  aseptic  foods,  located in Benton Harbor,
Michigan.  Subject to regulatory approval,  the transaction is expected to close
in 60 days.

Dean Foods Vegetable  Company  reported fiscal 1998 revenues of $553 million and
operating  earnings of $39.6  million.  Agrilink  Foods has not yet reported its
fiscal 1998  earnings,  but in fiscal 1997 the  company  reported  sales of $731
million and  operating  earnings of $50 million.  Dean Foods  Vegetable  Company
employs  about 2,000  full-time  employees  in 13 plant  facilities,  located in
California,   Minnesota,  New  York,  Texas  and  Wisconsin.   Agrilink  employs
approximately 3,400 full-time employees in facilities in Georgia,  Delaware, New
York, Michigan, Pennsylvania, Texas and Washington.






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File Name:  PF8KDean.sec
                                                     SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                   PRO-FAC COOPERATIVE, INC.







Date:    July 28, 1998         BY:   /s/              Earl L. Powers
         -------------               -------------------------------------------
                                                      EARL L. POWERS,
                                                VICE PRESIDENT FINANCE AND
                                                    ASSISTANT TREASURER
                                             (Principal Financial Officer and
                                                Principal Accounting Officer)